PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY. THESE TERMS AND CONDITIONS WILL CONSTITUTE A BINDING AGREEMENT BETWEEN THE CUSTOMER AND 3M, AND WILL GOVERN CUSTOMER’S ACCESS TO AND USE OF THE ICD-10 EDUCATION/TRAINING PROGRAM AND ANY ACCOMPANYING MATERIALS. BY SELECTING THE “ACCEPT” BUTTON BELOW, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE CUSTOMER TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, SELECT THE “DECLINE” BUTTON BELOW.

1. Definition- As used in this Agreement: “Program” means a package of 3M-proprietary ICD-10 education/training modules (each a set of instructional materials, self-practice lessons, test questions and reporting services) accessed by Customer and Customer’s Trainee(s) over the internet, together with any changes thereto, or new versions or releases thereof. “Trainee(s)” means a Customer’s employee(s), including employee(s) and/or independent contractor(s) under direct contract with Customer who Customer provides a corporate email account. TRAINEE(S) DO NOT INCLUDE CONSULTANTS AND/OR CONTRACT WORKERS EMPLOYED BY A THIRD PARTY CONTRACTED TO PERFORM, ON A TEMPORARY BASIS, THE SAME OR SIMILAR FUNCTIONS OF CUSTOMER’S EMPLOYEES AND/OR INDEPENDENT CONTRACTOR(S) WHO ARE NOT ISSUED A CORPORATE EMAIL ACCOUNT BY CUSTOMER. “Program Term” means the one-year term of the subscription beginning on the date Customer is permitted access to the Program and automatically terminating one year thereafter. Customer may renew its access by paying the annual Program fee to the NextGen Healthcare(“Reseller”) for a subsequent Program Term.

2. Program Access- During the Program Term, upon Customer’s payment of the annual Program fees, 3M shall provide Customer with access to the Program via the internet and Customer’s Trainees may use the Program, together with any associated documentation, for its internal business purpose only. Customer’s failure to pay the annual Program fees when due will result in Customer’s access to the Program being delayed or denied. Customer and its Trainee(s) must comply with all website legal notices and policies applicable to the access and use of the Program. Customer will supply, in a form suitable to 3M, a list of its Trainee(s) requiring access to the Program which shall be used solely for the purpose of providing the Program to Customer and Customer’s Trainee(s). 3M shall supply Customer with the password(s) necessary for Customer and its Trainee(s) to access the Program and Customer shall be solely responsible for maintaining the password(s) in confidence. During the Program Term, Customer may terminate a Trainee(s) (with no refund or credit due Customer). Customer, at its sole cost and expense, is responsible for providing any third party printed materials (e.g. ICD-10-CM Code Set, ICD-10-PCS Code Set), servicing, maintaining, and updating all equipment, computers, software, and communication services (including access charges incurred in connecting to the Internet), that permit Customer and its Trainee(s) to access and use the Program in accordance with the instructions, procedures, and system requirements that may be issued by 3M, and amended by 3M, from time to time, which are available from https://support.3Mhis.com. 3M and Reseller do not make any commitments with respect to use or performance of the Program. 3M reserves the right to limit Customer’s and Customer’s Trainee(s) access to the Program, without advance notice, for maintenance purposes.

3. Restrictions- The Program contains materials that are proprietary to 3M and its suppliers. Customer and Customer’s Trainee(s) are specifically prohibited from downloading or copying (unless specifically permitted) the Program (in whole or in part). Notwithstanding the forgoing, Customer and Customer’s Trainee(s) may download items that 3M intentionally makes available for download, if any, from the Program (“Materials”), provided that (1) the copyright notice appears on all copies of the Materials, (2) use of such Materials from the Program is for informational and non-commercial or personal use only and will not be copied or posted on any network computer or broadcast in any media, and (3) no modifications of any Materials are made. Customer will not use any device, software, routine, or take any action that interferes with the proper working of the Program.

4. Conditions of Use; Termination- As a condition of Customer’s and its Trainee(s) use of the Program, 3M reserves the right, without notice or obligation, to: (i) automatically update the Program (updates are designed to improve, enhance and further develop the Program and may take the form of bug fixes, enhanced functions, new lessons and completely new versions), or (ii) modify the Program or, (iii) discontinue the Program at any time. In addition, Customer’s license will terminate immediately and without obligation of refund (or credit) if Customer or any of its Trainee(s) violate a provision of this Agreement, the web site terms and conditions, or any instructions and policies provided by the Program.

5. Disclaimer of Waranties- 3M AND ITS SUPPLIERS AND RESELLER DO NOT WARRANT THAT CUSTOMER AND CUSTOMER TRAINEE(S) ACCESS TO OR USE OF THE PROGRAM WILL BE UNINTERRUPTED OR ERROR FREE. IN ADDITION, CUSTOMER AND CUSTOMER’S TRAINEE(S) ACCESS TO THE PROGRAM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW 3M, ITS SUPPLIERS AND RESELLER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTY ARISING OUT OF A COURSE OF DEALING, OR OF PERFORMANCE, CUSTOM OR USAGE OF TRADE.

6. Limitation of Liability- The exclusive and maximum liability of 3M, its suppliers and Reseller to Customer and Customer’s Traninee(s) arising from the access to or use of (or inability to access or use) the Program (or any material part thereof) due to any act or omission of 3M or its suppliers shall be for Customer to receive a pro-rated refund of the Program fees actually paid by Customer. 3M, ITS SUPPLIERS AND RESELLER SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUE OR BUSINESS) OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, LOSS OF DATA, INACCURATE INPUT OR OUTPUT, DELAYS, OR ANY OTHER PERFORMANCE UNDER OR PURSUANT TO THIS AGREEMENT. THIS LIMITATION APPLIES REGARDLESS OF WHETHER THE DAMAGES OR OTHER RELIEF SOUGHT ARE BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR ANY OTHER LEGAL OR EQUITABLE THEORY.

7. Disclaimers- The material contained within the Program is for training purposes only and is not intended to be a substitute for the use of, and reference to, authoritative compliance references. Rules and regulations change, and are always subject to varying interpretation. Accordingly, 3M and Reseller give no assurance that use of the Program will prevent disagreements with Medicare or other third party payers with respect to documentation requirements, coding practices or payment for services in specific situations. Certification of Program completion is not a certification or guarantee of Trainee performance. For Customer’s sole convenience, 3M may offer discussion forums and blog opportunities ("Forums") where Customer’s Trainee(s) and other users can submit content for public viewing ("Forum Content") to facilitate Customer’s socializing and networking with others interested in distance or online learning. Customer agrees that all Forum Content is the sole responsibility of the individual or entity from whom such Forum Content originated. This means that Customer (and not 3M) is solely responsible for all Forum Content that Customer or Customer’s Trainee(s) submit via the Forum or elsewhere on the site. 3M does not control or guarantee the accuracy, completeness, usefulness, integrity, or quality of Forum Content. Additionally, 3M may provide links to third party websites. The existence of these links is not to be construed as an endorsement by 3M of the content of any of these external sites, nor does 3M or its Reseller take any responsibility for the content, the accuracy of the information and/or the quality of products or services provided by or advertised on these third party websites.

8. Governing Law; Choice of Forum- This Agreement and any questions, claims, disputes or litigation concerning or arising from this Agreement shall be governed by the laws of Minnesota without giving effect to the conflicts of laws doctrines of any state, and 3M and Customer consent to and submit to the exclusive jurisdiction of the federal and state courts located in the State of Minnesota. Any action by Customer for breach of obligation under this Agreement must be commenced within one (1) year after the date upon which the breach occurred. This Agreement supersedes any and all prior agreements, if any, whether written or oral, between the parties with respect to the subject matter of this Agreement. All other agreements between the parties shall remain in full force and effect.

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